<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
[ ] Rule 14a-6(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
SMITH MICRO SOFTWARE, INC.
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filling.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
[SMITH MICRO SOFTWARE, INC. LOGO]
April 30, 1997
Dear Smith Micro Stockholders:
We are pleased to invite you to our 1997 Annual Meeting which will be held
at the corporate headquarters of the Company, located at 51 Columbia, Aliso
Viejo, California 92656, on Thursday, May 15, 1997, at 10:00 a.m., Pacific
Daylight Savings Time.
The Annual Meeting will begin with a report on the Company's progress,
followed by a discussion and stockholder questions. Voting on election of
directors and other matters is also scheduled. The items to be voted on are
addressed in the enclosed Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your vote is important. Whether or not you plan to attend the Annual
Meeting, please complete and return the enclosed proxy card to ensure that your
shares will be represented. A postage pre-paid envelope has been provided for
your convenience. By returning the proxy card, you can help the Company avoid
the expense of duplicate proxy solicitations and possibly having to reschedule
the Annual Meeting if a quorum of the outstanding shares is not present or
represented by proxy. If you decide to attend the Annual Meeting and wish to
change your proxy vote, you may do so simply by voting in person at the meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ WILLIAM W. SMITH, JR.
------------------------------------
William W. Smith, Jr.
Chairman of the Board, Chief
Executive Officer and President
<PAGE> 3
SMITH MICRO SOFTWARE, INC.
--------------------------------------------
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
MAY 15, 1997
--------------------------------------------
To the Stockholders of Smith Micro Software, Inc.:
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") of Smith Micro Software, Inc. (the "Company") will be held at
the Company's corporate headquarters, located at 51 Columbia, Aliso Viejo,
California 92656, on Thursday, May 15, 1997, at 10:00 a.m., Pacific Daylight
Savings Time, for the following purposes:
1. To elect two (2) directors to serve on the Company's Board of
Directors until the 2000 Annual Meeting;
2. To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditor for fiscal year 1997; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The close of business on April 25, 1997, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. Only stockholders of record at
such time will be so entitled to vote.
You are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the Annual Meeting, PLEASE COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE to ensure your representation at
the Annual Meeting. A self-addressed, postage pre-paid envelope is enclosed for
your convenience. Even if you have given your proxy, you may still vote in
person if you attend the Annual Meeting.
A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK MUST BE REPRESENTED
AT THE ANNUAL MEETING IN ORDER TO CONSTITUTE A QUORUM. PLEASE RETURN YOUR PROXY
CARD IN ORDER TO ENSURE THAT A QUORUM IS OBTAINED.
YOUR VOTE IS IMPORTANT
By Order of the Board of Directors,
RHONDA L. SMITH
Secretary
Aliso Viejo, California
April 30, 1997
<PAGE> 4
SMITH MICRO SOFTWARE, INC.
--------------------------------------------
PROXY STATEMENT
--------------------------------------------
This Proxy Statement and the enclosed proxy card are furnished in
connection with the 1997 Annual Meeting of Stockholders (the "Annual Meeting")
of Smith Micro Software, Inc. ("Smith Micro" or the "Company") which will be
held at the Company's corporate headquarters located at 51 Columbia, Suite 200,
Aliso Viejo, California 92656, on Thursday, May 15, 1997, at 10:00 a.m., Pacific
Daylight Savings Time. Stockholders of record at the close of business on April
25, 1997, are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
On April 25, 1997, there were 14,074,698 shares of Common Stock
outstanding, $.001 par value per share (the "Common Stock"). Each share of
Common Stock is entitled to one vote on all matters brought before the Annual
Meeting.
A majority of the outstanding shares of Common Stock entitled to vote at
the Annual Meeting will constitute a quorum. The Company's inspector of
elections for the Annual Meeting will count abstentions and so-called "broker
non-votes" (i.e., shares held by a broker or other nominee having discretionary
power to vote on some matters but not others) for purposes of determining
whether a quorum exists for the transaction of business at the Annual Meeting.
Abstentions are also counted in tabulating the total number of votes cast on
matters voted on by the stockholders at the Annual Meeting. Broker non-votes are
not counted for purposes of determining either the number of votes cast on any
matter voted on by the stockholders or whether such matter has been approved.
Properly executed proxies will be voted in the manner directed by the
stockholders. If no direction is made on proxies, such proxies will be voted FOR
the election of all nominees named under the caption "Election of Directors" as
directors of the Company, and FOR the ratification of the selection of Deloitte
& Touche LLP as independent auditor of the Company for 1997.
The enclosed proxy is being solicited by the Company's Board of
Directors and is revocable at any time prior to its exercise. A proxy may be
revoked by delivery of a written revocation to the Secretary of the Company, by
presentation of a subsequent proxy, properly signed, or by attendance at the
Annual Meeting and voting in person.
This Proxy Statement, the enclosed proxy card and the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, are scheduled to be
mailed commencing on or about April 30, 1997 to stockholders of record on April
25, 1997.
The principal executive offices of the Company are located at 51
Columbia, Suite 200, Aliso Viejo, California 92656. The Company's phone number
is (714) 362-5800.
1
<PAGE> 5
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
as of April 25, 1997, with respect to beneficial ownership of the Company's
Common Stock by (i) each person (or group of affiliated persons) who is known by
the Company to own beneficially more than 5% of the Company's outstanding Common
Stock, (ii) each director and nominee for director, (iii) the Chief Executive
Officer and each other Named Executive Officer of Smith Micro (as such term is
defined below under the caption "Executive Compensation and Related
Information"), and (iv) all current directors and executive officers as a group,
together with the approximate percentages of outstanding Common Stock owned by
each of them. The following table is based upon information supplied by
directors, executive officers, and principal stockholders.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF COMMON STOCK PERCENTAGE OF COMMON STOCK
BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) BENEFICIALLY OWNED
- ------------------- --------------------- ------------------
<S> <C> <C>
Rhonda L. Smith and
William W. Smith, Jr.(3) 9,801,914 69.54%
Robert E. Grice, Jr.(4) 28,333 *
Robert W. Scheussler(5) 24,427 *
Robert A. Caggiano(6) 20,625 *
Thomas G. Campbell(7) 12,500 *
F. Terry Eger(8) 15,000 *
All directors and executive officers as
a group (7 persons)(9) 9,902,799 69.83%
</TABLE>
- --------------------
* Less than 1%.
(1) Unless otherwise indicated, (i) each named individual's address is 51
Columbia, Aliso Viejo, California 92656 and (ii) the persons named in
the table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
(2) Applicable percentage ownership is based on 14,074,698 shares of Common
Stock outstanding as of April 25, 1997. Any securities not outstanding
but subject to options exercisable as of April 25, 1997 or exercisable
within 60 days after such date are deemed to be outstanding for the
purpose of computing the percentage of outstanding Common Stock
beneficially owned by the person holding such options but are not deemed
to be outstanding for the purpose of computing the percentage of Common
Stock beneficially owned by any other person.
(3) Rhonda Smith and William Smith, Jr. are married to one another and own
their shares as community property. The Smiths' beneficial ownership of
the Company's Common Stock includes 11,134 shares and 9,110 shares
issuable upon the exercise of currently exercisable options held by Mr.
Smith and Ms. Smith, respectively.
(4) Mr. Grice's beneficial ownership of the Company's Common Stock consists
of 28,333 shares issuable upon the exercise of options currently
exercisable or exercisable within 60 days after April 25, 1997.
(5) Mr. Scheussler's beneficial ownership of the Company's Common Stock
consists of 24,427 shares issuable upon the exercise of options
currently exercisable or exercisable within 60 days after April 25,
1997.
(6) Mr. Caggiano's beneficial ownership of the Company's Common Stock
includes 10,625 shares issuable upon the exercise of options currently
exercisable or exercisable within 60 days after April 25, 1997.
(7) Mr. Campbell's beneficial ownership of the Company's Common Stock
consists of 12,500 shares issuable upon the exercise of currently
exercisable options. Mr. Campbell's address is c/o Complete Concepts,
Inc., P.O. Box 325, Conley, Georgia 30027.
(8) Mr. Eger's beneficial ownership of the Company's Common Stock includes
10,000 shares issuable upon the exercise of currently exercisable
options. Mr. Eger's address is P.O. Box 1624, Los Altos, California
94023.
2
<PAGE> 6
(9) Includes shares of Common Stock subject to stock options exercisable as
of April 25, 1997, or within 60 days after such date, and are,
respectively, as follows: Mr. Smith, 11,134; Ms. Smith, 9,110; Mr.
Grice, 28,333; Mr. Scheussler, 24,427; Mr. Caggiano, 10,625; Mr.
Campbell, 12,500; and Mr. Eger, 10,000.
3
<PAGE> 7
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
William W. Smith, Jr. 49 Chairman of the Board, President
and Chief Executive Officer
Rhonda L. Smith 46 Executive Vice President, Chief
Operating Officer, Secretary,
Treasurer and Director
Robert W. Scheussler 50 Senior Vice President-
Engineering, Chief Technical
Officer and Director
Robert E. Grice, Jr. 37 Vice President-Finance and Chief
Financial Officer
Robert A. Caggiano 40 Vice President-Sales and
Marketing
</TABLE>
Mr. Smith co-founded the Company and has served as Chairman of the
Board, President and Chief Executive Officer since its inception. Mr. Smith was
employed by Rockwell International in a variety of technical and management
positions from 1975 until 1984. Mr. Smith served with Xerox Data Systems from
1972 to 1975 and RCA Computer Systems Division from 1969 until 1972 in mainframe
sales and pre-sale technical roles. Mr. Smith received a B.A. in Business
Administration from Grove City College.
Ms. Smith co-founded the Company. Since the inception of the Company,
she has served as Executive Vice President, Chief Operating Officer, Secretary
and Treasurer and as a member of the Board of Directors. Ms. Smith holds an A.A.
from Orange Coast College and she attended California State University Long
Beach, majoring in Business Administration.
Mr. Scheussler joined the Company in May 1995 and since that time has
served as Senior Vice President-Engineering and Chief Technical Officer. From
May 1995 to April 1997 he was also Vice President of Operations. From February
1996 to the present, Mr. Scheussler has been a member of the Board of Directors.
Prior to joining the Company, Mr. Scheussler was Director-Architecture and
Technology at Rockwell International's Information Systems Center. Prior to
that, Mr. Scheussler served Rockwell in Applications Systems, Computing
Operations and Finance. He joined Rockwell in 1973 as a project engineer with
the Space Systems Division. Mr. Scheussler holds a B.S. in Industrial
Engineering from Pennsylvania State University and an M.S. in Operations
Research from Polytechnic University in New York. He also completed the
Executive Program at Stanford University.
Mr. Grice joined the Company in March 1996 as Vice President-Finance and
Chief Financial Officer. From August 1994 to March 1996, Mr. Grice worked for
Cisco Systems as Director of Finance for the Access Business Unit; from June
1993 to August 1994, he was Chief Financial Officer at Newport Systems
Solutions; from November 1992 to June 1993, he was Vice President of Finance and
Chief Financial Officer at Maxa Corporation; and from May 1991 to November 1992,
he was Director of Internal Audit with Archive Corporation. From 1982 to 1991,
Mr. Grice was employed in public accounting, most recently as a senior manager
with Coopers & Lybrand LLP. Mr. Grice received a B.S. in Accounting/Finance from
California Polytechnic University, San Luis Obispo.
Mr. Caggiano joined the Company in February 1996 as Vice President-Sales
and Marketing. From May 1985 to February 1996, Mr Caggiano was the North
American Distribution Sales Manager for Lotus Development Corporation. Prior to
that time, he was employed with Informatics General Corporation and with
Electronic Data Systems in various positions. Mr. Caggiano received a B.S. in
Marketing from Northeastern University.
Officers are elected by, and serve at the discretion of, the Board of
Directors. William Smith and Rhonda Smith are married to each other. There are
no other family relationships among the Company's officers or directors.
4
<PAGE> 8
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth the compensation earned by (i) the
Company's Chief Executive Officer and (ii) each of the four other most highly
compensated executive officers of the Company whose total cash salary and bonus
for 1996 exceeded $100,000 (hereafter, with the Chief Executive Officer,
referred to as the "Named Executive Officers"), for the three fiscal years ended
December 31, 1994, 1995 and 1996, respectively. No executive officer who would
have otherwise been includable in such table on the basis of salary and bonus
earned for 1996 resigned or terminated employment during that year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
------------------------------------------------ SECURITIES ALL OTHER
NAME AND SALARY BONUS S CORPORATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) DISTRIBUTION($)(1) OPTIONS (#) ($)(2)
------------------ ---- --------- ---------- ------------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
WILLIAM W. SMITH, JR. 1996 275,000 95,258(3) 0 11,134 9,057
Chairman of the Board, 1995 450,465(4) 0 2,988,386 0 10,832
President and Chief 1994 520,000 0 866,500 0 25,800
Executive Officer
RHONDA L. SMITH 1996 225,000 95,258(3) 0 9,110 9,057
Executive Vice President, 1995 289,471(5) 0 2,988,368 0 10,832
Chief Operating Officer, 1994 320,000 0 866,500 0 25,800
Secretary and Treasurer
ROBERT W. SCHEUSSLER 1996 200,000 0 0 7,500 11,595
Senior Vice 1995 112,179 0 0 45,000 0
President-Engineering and 1994 0 0 0 0 0
Chief Technical Officer
ROBERT A. CAGGIANO(6) 1996 128,567 28,441(7) 0 30,000 1,595
Vice President - Sales 1995 0 0 0 0 0
and Marketing 1994 0 0 0 0 0
ROBERT E. GRICE, JR.(8) 1996 106,875 30,000(9) 0 85,000 0
Vice President-Finance and 1995 0 0 0 0 0
Chief Financial Officer 1994 0 0 0 0 0
</TABLE>
- -------------------------
(1) From November 1992 to July 1995, the Company elected to be treated as an
S corporation under Subchapter S of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), and comparable state tax laws.
The amounts set forth in this column represent distributions to the
Company's stockholders for income tax purposes while it was an S
Corporation. In July 1995, in connection with the Company's
reincorporation as a Delaware corporation and its initial public
offering, the Company terminated its status as an S corporation and
elected to be treated as a C corporation under Subchapter C of the
Internal Revenue Code.
(2) These amounts represent contributions made by the Company on behalf of
the Named Executive Officer to the Company's Money Purchase Plan and
Deferred Profit Sharing Plan.
(3) The Company has a management bonus plan under which the Chief Executive
Officer, the Executive Vice President, and other executives of the
Company are eligible to receive bonuses in the event the Company
achieves certain performance targets based upon the Company's pre-tax
profits. For 1996, William Smith, Jr. and Rhonda Smith each received a
bonus of $95,258 under the plan. See "Compensation Committee Report on
Executive Compensation," below.
(4) Prior to the closing of the Company's initial public offering on
September 19, 1995, Mr. Smith's annualized base salary for 1995 was
$520,000. Following the September 19, 1995 closing and for the remainder
of 1995, Mr. Smith received a base salary at an annualized rate of
$275,000.
5
<PAGE> 9
(5) Prior to the closing of the Company's initial public offering on
September 19, 1995, Ms. Smith's annualized base salary for 1995 was
$320,000. Following the September 19, 1995 closing and for the remainder
of 1995, Ms. Smith received a base salary at an annualized rate of
$225,000.
(6) Mr. Caggiano joined the Company in February 1996. His annualized base
salary for 1996 was $150,000.
(7) Mr. Caggiano received $28,441 in commissions for 1996.
(8) Mr. Grice joined the Company in March 1996. His annualized base salary
for 1996 was $135,000.
(9) Mr. Grice received a total of $30,000 in a series of 3 bonuses for 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to the stock
option grants made during 1996 to the Named Executive Officers. No stock
appreciation rights were granted during 1996 to the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
FOR
INDIVIDUAL GRANTS OPTION TERM(1)
---------------------------------------------------------- -------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL
UNDERLYING OPTIONS AVERAGE
STOCK GRANTED TO EXERCISE
OPTIONS GRANT EMPLOYEES PRICE PER EXPIRATION
NAME GRANTED(2) DATE IN 1996(3) SHARE(4) DATE 5% 10%
---- ---------- ------ ----------- ---------- ------ -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
William W. Smith, Jr. 11,134 2/1/96 3.7 $9.08 1/31/01 27,900 61,652
Rhonda L. Smith 9,110 2/1/96 3.0 9.08 1/31/01 22,828 50,445
Robert W. Scheussler 7,500 3/8/96 2.5 7.25 3/7/06 34,197 86,660
Robert A. Caggiano 30,000 1/22/96 9.9 5.50 1/21/06 103,767 262,968
Robert E. Grice, Jr. 85,000 2/23/96 28.1 6.75 2/22/06 360,825 914,413
</TABLE>
- ----------------------
(1) There is no assurance provided to any Named Executive Officer or any
other holder of the Company's Common Stock that the actual stock price
appreciation over the applicable 5-year or 10-year option term will be
at the assumed 5% and 10% annual rates of compounded stock price
appreciation or at any other defined level. Unless the market price of
the Common Stock appreciates over the option term, no value will be
realized from the option grants made to the Named Executive Officers.
(2) The shares subject to each option will vest over the optionee's period
of service as follows: 25% of the option shares upon the optionee's
completion of one year of service with the Company measured from the
grant date and the remaining option shares in 36 successive equal
monthly installments upon the optionee's completion of each additional
month of service thereafter. The shares subject to each option will
immediately vest in the event the Company is acquired by merger or asset
sale, unless the option is assumed by the acquiring company. The
Compensation Committee as administrator of the Company's Stock Option
Plan has the discretionary authority to provide for the accelerated
vesting of the option shares in the event the optionee's employment is
terminated within a designated period following (i) an acquisition of
the Company in which those options are assumed or (ii) a hostile
take-over of the Company, whether by tender offer for more than 50% of
the Company's outstanding voting securities or a change in a majority of
the members of the Board of Directors through one or more contested
elections for membership on the Board of Directors. Each option
6
<PAGE> 10
has a maximum term of ten years, subject to earlier termination
following the optionee's cessation of service with the Company.
(3) The Company granted options to employees to purchase a total of 302,744
shares of Common Stock for the fiscal year ended December 31, 1996.
(4) The exercise price may be paid in cash or in shares of Common Stock
valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares.
The Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and
the federal and state income tax liability incurred by the optionee in
connection with such exercise.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUE
The following table sets forth certain information with respect to the
Named Executive Officers concerning the unexercised options held by them at the
close of 1996. No Named Executive Officer exercised any options or stock
appreciation rights during 1996, and none of the Named Executive Officers held
any stock appreciation rights at the end of such year.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR END OPTIONS AT YEAR END
(#) ($)(1)
------------------- --------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
<S> <C> <C>
William W. Smith, Jr. 0 / 11,134 0 / 0
Rhonda L. Smith 0 / 9,110 0 / 0
Robert W. Scheussler 16,979 / 35,521 0 / 0
Robert E. Grice, Jr. 0 / 85,000 0 / 0
Robert A. Caggiano 0 / 30,000 0 / 0
</TABLE>
(1) Calculated on the basis of $4.88, the closing sale price of the
Company's Common Stock on December 31, 1996, the last trading day in
1996, minus the exercise price of the option, multiplied by the number
of shares subject to the option. None of the outstanding options held by
the Named Executive Officers were in-the-money at end of the 1996 fiscal
year.
1995 STOCK OPTION/STOCK ISSUANCE PLAN
The Company's 1995 Stock Option/Stock Issuance Plan (the "1995 Plan")
was adopted by the Board of Directors in May 1995 and approved by the
stockholders in July 1995. One million shares of the Company's Common Stock have
been reserved for issuance under the 1995 Plan to employees (including
officers), non-employee members of the Board of Directors and consultants and
other independent advisors in the Company's service pursuant to long-term stock
option grants and direct stock issuances.
MANAGEMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS
None of the Named Executive Officers have employment agreements with the
Company, and the employment of each of the Named Executive Officers may
accordingly be terminated at any time at the discretion of the Board of
Directors. However, the Compensation Committee of the Board of Directors has the
authority as administrator of the 1995 Plan to provide for the accelerated
vesting of the shares of Common Stock
7
<PAGE> 11
subject to any outstanding options held by the Chief Executive Officer and the
Company's other executive officers and any unvested shares actually held by
those individuals under the 1995 Plan in the event their employment were to be
terminated (whether involuntarily or through a forced resignation) following (i)
an acquisition of the Company by merger or asset sale in which the vesting of
those options and shares does not accelerate or (ii) a hostile take-over of the
Company effected through a successful tender for more than 50% of the Company's
outstanding Common Stock or through a change in the majority of the members of
the Board of Directors as a result of one or more contested elections for
membership on the Board of Directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
It is the responsibility of the Compensation Committee of the Company's
Board of Directors to make recommendations to the Board of Directors with
respect to the base salary and bonuses to be paid to the Company's executive
officers each fiscal year. In addition, the Compensation Committee has the
exclusive authority to administer the 1995 Plan with respect to stock option
grants and direct stock issuances made thereunder to such officers and other key
employees. The following is a summary of the policies of the Compensation
Committee which affect the compensation paid to executive officers, as reflected
in the tables and text set forth elsewhere in this Proxy Statement.
GENERAL COMPENSATION POLICY. Under the supervision of the Compensation
Committee, the Company has developed a compensation policy which is designed to
attract and retain qualified key executives critical to the Company's success
and to provide such executives with performance-based incentives tied to the
Company's financial success. One of the Compensation Committee's primary
objectives is to have a substantial portion of each officer's compensation
contingent upon the Company's performance as well as upon the individual's
contribution to that performance. Accordingly, each executive officer's
compensation package is fundamentally comprised of three elements: (i) base
salary which reflects individual performance and expertise and is designed to be
competitive with salary levels in effect at companies of similar size in the
industry; (ii) variable performance awards payable in cash or equity and tied to
the Company's achievement of certain goals; and (iii) long-term stock-based
incentive awards which strengthen the mutuality of interests between the
executive officers and the Company's stockholders.
FACTORS. The principal factors which were considered in establishing the
components of each executive officer's compensation package for 1996 are
summarized below. However, the Compensation Committee may in its discretion
apply different factors, particularly different measures of financial
performance, in setting executive compensation for future years.
o BASE SALARY The base salary levels for the executive officers was
established for 1996 on the basis of the following factors: personal
performance, the estimated salary levels in effect for similar positions at a
select group of companies with which the Company competes for executive talent,
and internal comparability considerations. The Compensation Committee, however,
did not rely upon any specific compensation surveys for comparative compensation
purposes. Instead, the Compensation Committee made its decisions as to the
appropriate market level of base salary for each executive officer on the basis
of its understanding of the salary levels in effect for similar positions at
those companies with which the Company competes for executive talent. Base
salaries will be reviewed on an annual basis, and adjustments will be made in
accordance with the factors indicated above.
o ANNUAL INCENTIVE COMPENSATION. The Company has established a
management bonus plan for the President and Chief Executive Officer, the
Executive Vice President and other Company executives. Under this plan, the
President and Chief Executive Officer may earn an annual bonus up to an amount
equal to
- --------------
* The material in this report is not "soliciting material," is not
deemed filed with the Securities and Exchange Commission ("SEC") and is not to
be incorporated by reference in any filing of the Company under the Securities
Act of 1933, as amended (the "1933 Act"), or the Securities Exchange Act of
1934, as amended (the "1934 Act").
8
<PAGE> 12
2.0% of the Company's pre-tax profits for the year, but in no event may
the bonus exceed such individual's base salary for the year. The Executive Vice
President may also earn an annual bonus up to an amount equal to 2.0% of the
Company's pre-tax profit for the year, but not more than his or her base salary
for such year. Such bonus payments are subject to the further condition that the
Company achieve a pre-tax profit margin of not less than 28.0%, as measured
prior to the payment of any bonus to the President and Chief Executive Officer
or the Executive Vice President. The management bonus plan also provides for a
bonus pool for the remaining employees of the Company in an amount not to exceed
2.0% of the Company's pre-tax profits for the year. The Compensation Committee
will make recommendations to the Board of Directors as to the actual dollar
amount of the bonus pool for the year and the portion to be allocated to the
employees selected for participation for the year. William Smith, Jr., as the
Company's President and Chief Executive Officer, and Rhonda Smith, as Executive
Vice President, each received $95,258 in bonus awards under the plan for 1996.
o LONG-TERM INCENTIVE COMPENSATION. The Company has also implemented the
1995 Plan as a long-term equity incentive program for the Company's executive
officers and other key employees. Each option grant under the 1995 Plan is
designed to align the interests of the executive officer with those of the
stockholders and provide each individual with a significant incentive to manage
the Company from the perspective of an owner with an equity stake in the
business. The number of shares subject to each option grant is based upon the
officer's tenure, level of responsibility and relative position in the Company.
The Committee has established certain general guidelines in making option grants
to the executive officers in an attempt to target a fixed number of unvested
option shares based upon the individual's position with the Company and his or
her existing holdings of unvested options. However, the Compensation Committee
does not adhere strictly to these guidelines and will vary the size of the
option grant made to each executive officer as it feels the circumstances
warrant.
Each option grant will allow the officer to acquire shares of the
Company's Common Stock at a fixed price per share (the market price on the grant
date) over a specified period of time (up to 10 years). The option normally
vests in periodic installments over a four-year period, contingent upon the
executive officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he or she remains
in the Company's employ, and then only if the market price of the Company's
Common Stock appreciates over the option term.
o CEO COMPENSATION. In setting the base salary for William Smith, Jr.,
the Company's President and Chief Executive Officer, the Compensation Committee
sought to provide him with a level of salary competitive with the salaries paid
to chief executive officers of similarly-sized companies in the industry. There
was no intent on the Compensation Committee's part to have this particular
component of Mr. Smith's compensation affected to any significant degree by
Company's performance factors. For 1996, Mr. Smith was awarded bonuses as
President and Chief Executive Officer under the Company's annual incentive
compensation plan totaling $95,258. Based upon the Company's performance for the
fourth quarter of 1995 and in lieu of a cash bonus for the same period, the
Compensation Committee also approved an option grant to Mr. Smith in 1996
exercisable for up to 11,134 shares of Common Stock at an exercise price of
$9.08 per share.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of
the Internal Revenue Code generally disallows a tax deduction to publicly held
corporations for compensation exceeding $1.0 million paid to certain of the
corporation's executive officers. The limitation applies only to compensation
which is not considered to be performance-based. The non-performance based
compensation to be paid to the Company's executive officers for 1996 did not
exceed the $1.0 million limit per officer, nor is it expected that the
non-performance based compensation to be paid to the Company's executive
officers for 1997 will exceed that limit. The Company's 1995 Plan is structured
so that any compensation deemed paid to an executive officer in connection with
the exercise of option grants made under that plan will qualify as
performance-based compensation which will not be subject to the $1.0 million
limitation. Because it is very unlikely that the cash compensation payable to
any of the Company's executive officers in the foreseeable future will approach
the $1.0 million limit, the Compensation Committee has decided at this time not
to take any other action to limit or restructure the elements of cash
compensation payable to the Company's executive officers. The Compensation
9
<PAGE> 13
Committee will reconsider this decision should the individual compensation of
any executive officer ever approach the $1.0 million level.
It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.
COMPENSATION COMMITTEE
Thomas G. Campbell
F. Terry Eger
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Messrs. Campbell
and Eger. Neither of these individuals was an officer or employee of the Company
at any time during the year ended December 31, 1996. No executive officer of the
Company served on the board of directors or compensation committee of any entity
which has one or more executive officers serving as members of the Company's
Board of Directors or Compensation Committee.
10
<PAGE> 14
STOCK PERFORMANCE GRAPH
The following graph and information compares the cumulative total
stockholder return on the Company's Common Stock, assuming an initial investment
of $100, for the period beginning September 19, 1995 (the effective date of the
Company's initial public offering) and ending December 31, 1996, against the
cumulative total return of the S&P Midcap 400 Index and the S&P Midcap Computer
Software & SVC Index for the same period.
In July of 1996, Standard and Poor's ("S&P") replaced the S&P Midcap
Computer Software Index with the S&P Midcap Computer Software and SVC Index.
Thus, the change in indexes by the Company, from the S&P Midcap Computer
Software Index in the Company's Proxy Statement furnished in connection with the
1996 Annual Meeting to the Computer Software and SVC Index in connection with
the 1997 Annual Meeting, is due to a modification by S&P, not to an independent
decision by the Company.
The material in this section of the Proxy Statement is not "soliciting
material," is not deemed filed with the SEC and is not to be incorporated by
reference in any filing of the Company under the 1933 Act or the 1934 Act.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
19Sep95 Dec95 Jun95 Dec96
------- ----- ----- -----
<S> <C> <C> <C> <C>
Smith Micro Software, Inc. 100 46.55 82.76 33.62
Computer (Software&SVC)-Mid* 100 110.29 104.60 111.85
S&P Midcap 400 Index 100 100.43 109.68 119.71
</TABLE>
11
<PAGE> 15
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the National Association of Securities Dealers.
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year 1996,
its officers, directors and greater than 10% beneficial owners complied with all
filing requirements applicable to such persons.
12
<PAGE> 16
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and Bylaws provide for the
Company's Board of Directors to be divided into three classes, as nearly equal
in number as is reasonably possible, serving staggered terms that expire in
different years. At each annual meeting of stockholders, the successors to the
class of directors whose term expires at the time are elected to hold office for
a term of three years, so that the term of one class of directors expires at
each annual meeting. The preceding notwithstanding, directors serve until their
successors have been duly elected and qualified or until they resign, become
disqualified or disabled, or are otherwise removed.
The Company has five directors: William W. Smith, Jr., Rhonda L. Smith,
Robert W. Scheussler, Thomas G. Campbell and F. Terry Eger. Messrs. Scheussler
and Campbell comprise the class of directors whose term expires as of the Annual
Meeting. Ms. Smith comprises the class of directors whose term expires in 1998.
Messrs. Smith and Eger comprise the class of directors whose term expires in
1999.
The enclosed proxy will be voted, unless authority is withheld or the
proxy is revoked, only for the election of each of the nominees for election
named below to hold office until the date of the Company's 2000 Annual Meeting
of Stockholders or until his successor has been duly elected and qualified or
until he resigns, becomes disqualified or disabled, or is otherwise removed. In
the unanticipated event that any such nominee becomes unable or declines to
serve at the time of the Annual Meeting, the proxies will be voted for a
substitute person nominated by the Board of Directors.
NOMINEES AND DIRECTORS
NOMINEES. The names of and certain information about the nominees for
director are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Robert W. Scheussler 50 Senior Vice President-
Engineering, Chief Technical
Officer and Director
Thomas G. Campbell(1)(2) 46 Director
</TABLE>
- ------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Information regarding Mr. Scheussler is included under the heading
"Executive Officers of the Company."
Mr. Campbell became a Director of the Company in July 1995. From July
1996 to the present, he has served as the Vice President of Operations of
Complete Concepts, Inc., a manufacturer and distributor of women's accessories.
Since November 1995, he has been and continues to be an independent management
consultant specializing in corporate turnarounds. He served as the Chief
Operating Officer of Laser Atlanta Optics, Inc. from February 1995 to November
1995. From 1990 to February 1995, he served in several senior management
positions at Hayes, including Vice President of Operations and Business
Development and as Chief Operating Officer and a member of the Board of
Directors of Practical Peripherals, a Hayes subsidiary. Prior to 1989, Mr.
Campbell was employed by Digital Equipment Corporation. Mr. Campbell attended
Boston University.
13
<PAGE> 17
DIRECTORS. The name of and certain information about the director
comprising the class of directors whose term expires in 1998 are set forth
below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Rhonda L. Smith(1) 46 Executive Vice President, Chief
Operating Officer, Secretary,
Treasurer and Director
</TABLE>
- -----------------
(1) Member of the Nominating Committee.
Information regarding Ms. Smith is included under the heading "Executive
Officers of the Company."
The names of and certain information about the directors comprising the
class of directors whose term expires in 1999 are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
William W. Smith, Jr.(1) 49 Chairman, Chief Executive
Officer and President
F. Terry Eger(2)(3) 50 Director
</TABLE>
- -------------------------
(1) Member of the Nominating Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
Information regarding Mr. Smith is included under the heading "Executive
Officers of the Company."
Mr. Eger became a director of the Company in May 1996. Since April 1992,
he has been an active investor in various publicly and privately held high
technology companies, has advised certain of these companies in various
capacities, and has served on certain of the privately held companies' boards of
directors. Mr. Eger was the founding Vice President-Sales for Cisco Systems and
served in that position and with the company from April 1988 to April 1992.
While at Cisco Systems, Mr. Eger also was responsible for Business Development
and, and in his last year with the company, for Product Marketing. Prior to
1988, Mr. Eger held positions with Wang Laboratories and International Business
Machines Corporation. Mr. Eger holds a B.S. in Business Administration from
Duquesne University.
BOARD MEETINGS AND COMMITTEES
During 1996, the Board of Directors held 3 meetings and took 2 actions
by unanimous written consent in lieu of meetings. Each director of the Company
attended at least 75% of the meetings and participated in at least 75% of the
actions by written consent of the Board of Directors during 1996 and the
committees of the Board of Directors of which such person is a member, to the
extent he or she was a director at the time.
The Board has three committees: a Compensation Committee, an Audit
Committee and a Nominating Committee. The Compensation Committee, whose members
are Messrs. Campbell and Eger, administers the Company's executive compensation
programs and makes recommendations to the Board of Directors concerning officer
and director compensation. The Compensation Committee also has the exclusive
authority to administer the 1995 Plan and to award stock options and direct
stock issuances under that plan to the Company's officers. The Compensation
Committee held 1 meeting during fiscal 1996 and took 4 actions by written
consent in lieu of meetings. All of these meetings and actions by unanimous
written consent addressed stock option grants.
The Audit Committee's members are Messrs. Campbell and Eger. The Audit
Committee supervises and makes recommendations and decisions with respect to the
periodic audits of the Company's financial results. The Audit Committee did not
meet during 1996.
14
<PAGE> 18
The Nominating Committee's members are Mr. Smith and Ms. Smith. The
Nominating Committee receives proposed nominations to the Board of Directors,
reviews the eligibility of each proposed nominee, and nominates, with the
approval of the Board of Directors, new members of the Board of Directors to be
submitted to the stockholders for election at the annual meetings. The
Nominating Committee did not meet during 1996.
COMPENSATION OF DIRECTORS
The directors do not receive compensation for services on the Board of
Directors or any committee thereof but are reimbursed for their out-of-pocket
expenses in serving on the Board of Directors. Non-employee members of the Board
of Directors are eligible to receive periodic option grants pursuant to the
Automatic Option Grant Program in effect under the 1995 Plan.
Each non-employee director will receive an option grant for 10,000
shares in connection with his or her initial appointment to the Board of
Directors. Each such option will have an exercise price per share equal to the
closing sale price per share of Common Stock on the grant date and a maximum
term of 10 years measured from the grant date. Each option will be immediately
exercisable for all the option shares, but any shares purchased under the option
will be subject to repurchase by the Company, at the option exercise price paid
per share, in the event the optionee ceases to serve as a member of the Board of
Directors prior to vesting in the option shares. The option shares will vest in
a series of four successive equal annual installments over the optionee's period
of service on the Board of Directors, with the first installment to vest upon
his or her completion of one year of serving as a member of the Board of
Directors measured from the grant date. The option shares will immediately vest
in full upon certain changes in control or ownership of the Company or upon the
optionee's death or disability while still serving as a member of the Board of
Directors. On May 30, 1996, in connection with his election to the Board of
Directors, Mr. Eger received an initial option grant of 10,000 shares at an
exercise price of $14.00 per share.
At each Annual Meeting of Stockholders, each individual who will
continue to serve as a non-employee member of the Board of Directors will
receive an additional option grant for 2,500 shares, provided such individual
has served on the Board of Directors for at least six months. Each option will
have an exercise price per share equal to the closing sale price per share of
Common Stock on the date of the Annual Stockholders Meeting and a maximum term
of 10 years measured from such date, subject to earlier termination upon the
optionee's cessation of service on the Board of Directors. The option will be
immediately exercisable for all the option shares, but any shares purchased
under the option will be subject to repurchase by the Company, at the option
exercise paid per share, should the optionee stop serving as a member of the
Board of Directors prior to the completion of one year of service measured from
the grant date. On May 30, 1996, in connection with his re-election to the Board
of Directors, Mr. Campbell received an option grant of 2,500 shares at an
exercise price of $14.00 per share.
STOCKHOLDER APPROVAL
The affirmative vote of the holders of a plurality of the outstanding
shares of Common Stock present or represented at the Annual Meeting is required
for approval of the election of the nominees as members of the Board of
Directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH OF THE NOMINEES NAMED
ABOVE OR THEIR SUBSTITUTES AS SET FORTH HEREIN.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
The accounting firm of Deloitte & Touche LLP served as the independent
auditor for the Company for the fiscal year ended December 31, 1996. The Board
of Directors has selected Deloitte & Touche LLP as the Company's independent
auditor for the fiscal year ending December 31, 1997 and has further directed
that the selection of the auditor be submitted for ratification by the
stockholders at the Annual Meeting. Neither Deloitte & Touche LLP nor any of its
members has any relationship with the Company or any of its affiliates except in
15
<PAGE> 19
the firm's capacity as the Company's auditor. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting. They will have an
opportunity to make statements and will be available to respond to appropriate
questions from stockholders.
Stockholder ratification of the selection of Deloitte & Touche LLP as
the Company's independent auditor is not required by the Company's Bylaws or
otherwise. However, the Board of Directors is submitting the selection of
Deloitte & Touche LLP to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the selection by an
affirmative vote of the holders of a majority of the Common Stock present or
represented at the meeting and entitled to vote thereat, the Audit Committee and
the Board of Directors will reconsider whether to retain that firm. Even if the
selection is ratified, the Audit Committee and the Board of Directors in their
discretion may direct the appointment of a different independent accounting firm
at any time during the year if they determine that such a change would be in the
best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
16
<PAGE> 20
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
A stockholder who intends to present a proposal at the Company's 1998
Annual Meeting of Stockholders must have submitted such proposal to the Company
for inclusion in the Company's 1998 Proxy Statement and proxy card relating to
such meeting not later than December 31, 1997. Stockholder proposals must be
mailed to the attention of the Company's Secretary at the Company's corporate
headquarters located at 51 Columbia, Suite 200, Aliso Viejo, California 92656.
OTHER MATTERS
Management does not know of any other matters to be brought before the
Annual Meeting. If any other matter is properly presented for consideration at
the Annual Meeting, it is intended that the proxies will be voted by the persons
named therein in accordance with their judgment on such matters.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 has been mailed with this Proxy Statement.
COSTS OF SOLICITATION
Proxies will be solicited by mail. The Company will request banks,
brokerage houses and other institutions to forward the soliciting material to
persons for whom they hold shares and to obtain authorization for the execution
of proxies. The Company will reimburse banks, brokerage houses and other
institutions for their reasonable expenses in forwarding the Company's proxy
materials to beneficial owners of the Common Stock. All costs associated with
the solicitation of proxies will be borne by the Company. Proxies in the
accompanying form which are properly executed, duly returned to the Company's
management and not subsequently revoked will be voted as specified thereon.
By Order of the Board of Directors,
RHONDA L. SMITH
Secretary
Aliso Viejo, California
April 30, 1997
17
<PAGE> 21
PROXY
SMITH MICRO SOFTWARE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints William W. Smith, Jr. and Rhonda L. Smith, and each of them, as
proxyholder, with full power of substitution, to represent, vote and act with
respect to all shares of common stock, $.001 par value per share, of Smith Micro
Software, Inc. (the "Company") which the undersigned would be entitled to vote
at the Annual Meeting of Stockholders, to be held on May 15, 1997 at 10:00
a.m., Pacific Daylight Savings Time, at the Company's corporate headquarters
located at 51 Columbia, Aliso Viejo, California 92656, or at any adjournment
thereof, with all the powers the undersigned would possess if personally
present as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE BY NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING OF
REVOCATION OF THE PROXY, BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE
OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
(Continued and to be signed on reverse side.)
FOLD AND DETACH HERE
<PAGE> 22
<TABLE>
<S> <C> <C> <C>
indicated in
this sample X
FOR ALL NOMINEES
LISTED BELOW
(except as marked to WITHHOLD
the contrary below) AUTHORITY FOR AGAINST ABSTAIN
1. Election of two (2) persons [ ] [ ] 2. Ratification of the appointment of [ ] [ ] [ ]
to be directors: Deloitte & Touche LLP as the
Company's Independent auditor
Robert W. Scheussler for the fiscal year ending December 31, 1997.
Thomas G. Campbell
3. Transaction of such other business as may properly come before
the meeting and any adjournment thereof.
Instruction: To withhold authority to I DO DO NOT
vote for any individual nominee, write EXPECT TO ATTEND THE MEETING
that nominee's name on the space below: [ ] [ ] PLEASE SIGN AND DATE BELOW.
- ----------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE MATTERS LISTED ABOVE. This Proxy
confers authority to vote and shall be voted in
accordance with such recommendation unless a
contrary instruction is indicated, in which
case, the shares represented by this Proxy will
be voted in accordance with such instruction. IF
NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A
MATTER TO BE ACTED UPON, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD. IF ANY OTHER
BUSINESS IS REPRESENTED AT THE MEETING, THIS
PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD.
Signature(s)_________________________________________________________________________________________________Date___________________
Please date this Proxy and sign exactly as it appears on your stock certificate(s). Executors, administrators, trustees, etc.,
should give their full title. If a corporation, please sign full corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by an authorized person. All joint owners should sign.
* FOLD AND DETACH HERE *
</TABLE>
